But You Hesitated
by The Marvel Encyclopedia
Summary: Re-uploaded as there was an error on chapters 2 and 5 last time. - It's not the hesitation that speaks volumes, it's the look in their eyes in the aftermath. The look behind the glasses. - Ray/Felicity fanfic, Oliver is mentioned in chapter one. And chapter 4 is smutty, but you can skip it if that's not your thing. Sequel in the works, go check it out.
1. Opening the Red Front Door

**I understand that the majority of the Arrow Fandom is in fact Pro-Olicity, and I have to say that until recently I was too. But I have a bit of a soft spot for Ray and really like his and Felicity's dynamic so although I wouldn't grumble if Oliver got his head out of his ass and started something with Felicity, I would love to see some more action in the Ray department first.**

**But I don't want to leave you guys hanging, so there's a bit of Olicity at the start for those of you who will appreciate it, but please bear in mind that for this fanfiction, Ray and Felicity is endgame.**

**Can anybody help me out though first? What is Ray and Felicity's ship name? Raylicity? Felay? I seriously can't figure it out.**

**Reviews are awesome, love them so much. If you have a bad review, please keep it to yourself unless it's constructive, mean things make me feel bad, and I don't want to feel bad. So if you think this ship and this fanfiction suck then please, keep it to yourself. **

**I apologise for any inevitable spelling mistakes and please let me know if you would like me to continue this story.**

**Sorry that was so long, anyway... on with the story I guess.**

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><p>Felicity is running frantic, leaving chaos in her wake as she stumbles inelegantly towards the vanity in her pale yellow walled bedroom. She fumbles through the stacks of makeup there, finally laying her hands on a particularly pretty shade of pink lipstick and applies it hurriedly.<p>

The distant sound of her doorbell ringing lightly throughout her townhouse causes her to stop in her step, taking in a deep breath she takes a final look in the mirror before her, adjusting her lightly curled hair so it cascades down her back from it's place tucked cutely behind her ear.

Slipping on black high heals, she strides down the stairs towards the painted red front door, smoothing down the black dress she wears, ensuring that the soft fabric falls perfectly just above her knee and the neckline sits comfortably off of her shoulders down to a three quarter length sleeve, exposing the creamy flesh of her neck and collar bone. Something inside of her screams that this is a little inappropriate for a first date, but outwardly she remembers one of the deceased Sara's favourite sayings; 'You Only Live Once,' or as she so often spoke, 'YOLO' and decides that she doesn't care.

Felicity unbolts the door, faking calmness and plasters a warm smile upon her face as the wood swings open and she comes face to face with a strikingly handsome man.

Oliver Fricking Queen

"Oliver?" Felicity questions dumbly as she takes in his casual attire before flitting her gaze to the area around them, "What are you doing here?"

A similarly warm smile flashes across the vigilante's face as he regards the IT expert, "You left the Foundry in a bit of a hurry once I had finished my patrol, I wanted to see if you were okay."

Felicity shifts her weight between her feet uneasily, conscious that Oliver literally could not have chosen a worse time to suddenly become so aware of her whereabouts and so concerned for her state of being. The rumours that something was going on between the two of them had not died with his reign of Queen Consolidated as she had expected, in fact they only worsened as they had been caught together in the friendliest of places since his loss, and if her date were to show up to be greeted by not inly Felicity but Oliver too.. well, she didn't think it would go down very well.

"Yes sorry," Felicity answers nervously, "I was just running late for something, it was nothing against you." She doesn't know why, but she can't bring herself to admit to Oliver that it was a date, the same date that should be showing up any minute after her hasty dressing and frantic call to push their meeting back by half an hour.

She begins to elaborate, tell him that she's over him, that he should go, but she hesitates.

Oliver's eyes widen as he suddenly takes into account her attire, the provocative off the shoulders, tight fitting little black dress that she's sporting doesn't exactly scream 'Night in' and everything clicks into place for him. "Am I right to assume that you're not wearing that dress for my benefit?" He asks calmly, his insides screaming that this should be for him, that she should be with him. But he knows all too well that he's lost her, for good this time. And part of him is okay with that, he knows that whoever this guy is, he'll be better for her than himself. "A hot date?"

Felicity nods in reply, not trusting her words at this precise moment.

Oliver shifts his gaze from where it lingers on the soft skin of her bare shoulder and focuses on a spot to the left of her face, "May I ask who the lucky guy is?"

As if on cue, a sparkling new silver Lexus NX pulls up at the bottom of Felicity's drive, a light trace of music recognisable from the inside of the vehicle. The driver's door opens and a brunette leaps out, clad in a black fitted suit, white shirt and a deep silver tie.

Ray Palmer.

He strides forwards, deep brown eyes blazing as a welcomingly warm smile plasters along his chiselled features while he nears the two in the doorway, full attention on the businessman before them. Stopping to stand next to Oliver in the doorway, he speaks clearly, "Wow Felicity, you look... absolutely stunning. Though I'm sure Oliver here has already told you that." He regards, leaning in to touch his lips to the side of her blushing face.

Oliver realises in that moment that without even trying, Ray Palmer has won. Just by making the kind accusation and assumption that Oliver would tell Felicity how beautiful she looked, something that he had failed to do.

Ray then turned to his left, smiling at Oliver as he extended his hand for the other man to shake, "Queen."

"Palmer," Oliver responded with a curt nod and stiff handshake, "I was just making sure Felicity was doing alright, and I have to agree with you for once, she does look absolutely stunning doesn't she?"

Their hands drop, a silent understanding that this was not over, as if their rivalry in business wasn't enough, now they had to Felicity to battle over.

Thankfully, Felicity cuts in between the tension with a breath-taking smile, "Oliver's been going around to all of his old and valued employees, to make sure they are doing well despite the loss of their jobs, I was just telling him that you have taken on many of them for their previous positions within the new and improved QC."

Oliver nods along with her lie before continuing on his own, "I hear Felicity is your new Executive Assistant."

Ray's smile grows wider and he turns back to Oliver, "She's actually running the company for me, I much prefer to be with my employees, doing the hands on jobs along side them, she's got your old office actually."

Once again Oliver nods slowly and plasters the fakest of smiles across his face, "Well I should be going," he speaks regarding Felicity, "it was lovely to see you again Felicity, please keep in touch." And with that, he backs away from the door and hops onto his black motorcycle, speeding off into the night.

"I can explain," Felicity says without hesitation, "Oliver and I... well we were..."

"Close?" Ray offers as an explanation, the blonde before him nods in agreement. "I've heard the rumours Felicity, and although I don't necessarily believe them, I do believe that you were close, and that's fine. I trust you. I just need you to be honest with me."

Felicity steps out into the cold night and locks the door behind her before turning to Ray sporting the most honest of smiles, "We dated, well we went on one date which ended very badly," she admits to him, "that was it, we were just too good of friends for it to work. That's what Oliver is, a friend."

Ray doesn't move, he only speaks softly, "thank you."

"For what?"

"For being honest with me," he replies, taking Felicity's hand in his, "Shall we?"

She swings their joined hands towards his car and skips forward, "We shall."

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><p><strong>So this was going to be a one shot but I now realise that it would be far to long, so I am going to split it into what I predict will be 5 chapters and upload them all together, so as you read this, I assume that (unless my plan has failed miserably) the next chapter will be waiting for you.<strong>

**Please review, it means so much to hear positive feedback.**

**There will only be Ray and Felicity from now on, Oliver shouldn't make an appearance, I just needed something in there for those who (like me) are indecisive and/or passive about their ship.**


	2. In the Corner of the Room

**So if you are here for the smut and the smut only, chapter four is where you go.**

**However if you would like to stay for the story, please do not skip this chapter, I guess it's inevitably gonna be the most boring of them all, in fact I'm slightly dosed writing it, but bare with, the next one's better! Promise.**

**I'll make it a short one, since this is pretty unimportant in the grand scheme of things.**

**Just FYI, I don't know when you are reading this but as I'm writing it the Felicity Smoak Origin episode has not aired yet.**

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><p>"Tell me a bit about your childhood," Ray speaks softly as the waiter tops up his glass of red wine, then turning his attention to Felicity's glass before backing away.<p>

Felicity smiles to him over the candlelit table in the corner of a classy, hole-in-the-wall Chinese restaurant, "What do you want to know?"

"Anything..." Ray replies, taking a sip from his glass and leaning over the table to the blonde before him, lowering his tone as he corrects himself, "...Everything."

She sighs, lowering her glass to the table, "There's not much to say. Born and bred in Las Vegas, my mother was a cocktail waitress in the strip club we rented the flat above of, she wanted better for me... as in she wanted me to be a stripper since she never had the knack for it. My dad left when I was young, I remember very little of him, my mom said he was in the Navy, a job he loved more than me and my mother. I got a full scholarship to MIT at eighteen, which I worked really hard for, graduated top of my class and fell into a job at Queen Consolidated. And that's about it... Oh and I broke my arm when I was seven, trying to copy one of the pole dancers in the club. Guess I didn't have the knack for it either."

As Felicity confesses this, she see's Ray watch her intently, giving her his full attention as she quickly admits to him more than she's ever mentioned to anyone, "What about you, Mr Boy Genius?"

Ray smiles at the endearment and takes a nervous sip of his wine before answering, "My mother was a judge, my father was a brain surgeon. I have an older brother who always wanted to be a politician, which he currently is. I never really wanted any of it, the big house in the countryside, home schooling by our personal tutor, cared for by our underpaid nanny, meals made by the housekeeper, parents always in the city working. I barely saw them, and me and my brother Will never got along. It was lonely, I didn't get to socialise because of the home-schooling, I didn't have any friends. My parents always wanted me to be something big, and I guess I resented that. But still, I worked hard and got a scholarship to Harvard business school, merely so I could get away from my parents. Graduated first in my class and moved to the furthest place from them as possible, Gotham City. But I soon found myself drawn to Starling, after the undertaking I guess. I wanted to help, that's all I've ever wanted."

Felicity returns his confession with a warm smile, "You're doing a really good job at that helping business. I'm really proud to say that I've worked alongside you."

There conversation is cut off by their mains being served, turning them back onto the subject of small talk until they finish and they delve deep again.

"So what made you go into IT?" Ray asks, folding his napkin and placing it alongside his glass as their plates are removed from the table.

"When my dad left, I was about four or five, and he left his old computer in his and my mother's room. She chucked out everything of his but I managed to save this laptop. I wanted to remember him and at the time I didn't know what exactly it was that I was holding onto. But as I got older, I'd try to hack into it, guess the password, and I got obsessed in trying to find out what was on this laptop, that's when I found out I was pretty good at hacking."

"What was on the laptop?" Ray asks, intrigued.

Felicity laughs bitterly before replying, "Government secrets."

"Really?" The brunette asks, leaning over the table towards her, interest spiked.

"No," she laughs more heartedly now, "There was nothing on it. I questioned my mother about it before I left for MIT and she said it was brand new, he had put a series of almost unbeatable codes to secure the damn thing but left before he used it for anything."

"Shit," Ray chuckles lightly, "You had me going for a second there."

And that's when desert comes, distracting them once more until they finish, wash it down with another bottle of wine and end up being the only ones left in the restaurant except the owner.

"I have one more question," Ray speaks up, "Or well, it's more of a query, maybe a little too deep for a first date..."

Felicity's face portrays a broad smile as she laughs, "just spit it out Palmer, you can't scare me away now."

"The Arrow..." he whispers, deadly serious and Felicity's smile is wiped off of her face.

A fake one is plastered on instead, "That wasn't a question."

"I heard he saved your life from Count Vertigo."

She sighs, "that wasn't a question either Ray."

"Okay," he leans backwards in his chair, "do you know him? I looked into it when I hired you and not only did he save you, he also killed to save you, the only death in his non-killing spree was for you. Not to mention that Captain Lance took you in for questioning over suspected involvement with him back when he was just an officer. Oh, and your industrial piercing, was sporting a very classy arrow when you took the job with me."

Felicity scratches behind her ear uneasily and laughs without humour, "You were right, this isn't a conversation for a first date."

"But you will tell me at some point?" He asks, grabbing for his wine, "I trust you, and I trust your judgement. But if this relationship of ours progresses further than you will tell me, right? The whole truth?"

Felicity hesitates, unable to bring herself to tell him everything, but she knows that one day she will, so when she answers "Of course," she knows it's not a lie.

And in six months time, in this very restaurant after closing hours when the owner has agreed to keep it open late for them, she does tell him everything, about the Arrow, the Canary, both versions and Roy's job as Arsenal. But it's not until two years later when the Arrow shows up injured in their shared apartment that his identity is revealed to Ray and everything becomes a little clearer.

But then, she doesn't hesitate to tell him. Everything.

**Like I said, I know this is a bit jumpy and well, poorly written for my standards but please read on, the next chapter will go back to my usual prose writing style.**


	3. Raining in the Driveway

The rain is pouring down as Ray pulls up outside of Felicity's townhouse in the moonlit dark. He rushes out to open the door for the soaked blonde, the two of them running towards the small shelter situated above the entrance to her home, they reach it quickly, the distance almost doubled through dodging the yellow mini on the driveway.

They huddle under the shelter, Ray only lightly escaping the rain that is still pounding on his back. Felicity fumbles for her key, pushing it into the lock and turning, but she hesitates to open the door. She turns back to Ray and smiles shyly, "I should invite you in," she mummers nervously, biting on her lower lip.

Ray returns her smile, searching her moonlit eyes for her reaction as he pulls the lip from her teeth and smooths the flesh with his thumb before lowering his hand back down to entwine with hers, "Only if you want to, I don't want you to think that you have to."

Felicity's mind is in turmoil, Ray is such a kind, funny, intelligent and considerate man, and part of her wants nothing more than to lead him up to her bedroom and see if he's so gentle in bed. She doubts it, and she likes that idea. But then another thought enters her mind; what would Oliver think of her putting out on the first date? She quickly dismisses this from her mind, struggling to consider why on God's green Earth she would be thinking about Oliver now, at this precise moment. He was everything she didn't want, and Ray was everything she did. So instead of continuing the conversation, she buys herself some more time, "I've had a really nice evening with you Ray, I can't believe I was so nervous this afternoon."

"Me too, for both the nervousness and the really nice evening," Ray returns equally as shy, yet a confident streak still runs through him as he adds, "You're a remarkable woman Felicity Smoak, I'm really glad you've given me the chance to get to know you better."

And as surprised as she is, Felicity doesn't make the connection that Oliver Queen had used the exact same adjective to describe her before. In fact, her mind doesn't wander to him at all as she looses herself in Ray Palmer's deep brown eyes.

Ray leans in towards her as she stands sheltered from the rain, his intention clear as he swipes a dripping wet piece of hair from her forehead and tucks it behind her ear, slowly moving his hand to place a slow and gentle caress on her cheek as his lips draw nearer. Felicity tears her wide eyes from Ray's and to his lips, then back to his eyes unmoving. He's watching her watch him uneasily, and his slightly parted lips stop millimetres from her plump pink pair, seeking permission before continuing.

Felicity's mind registers that all it would take is a tilt of her head to join their lips together, but something inside her cries not to make this move.

Ray notices this and pulls back, clearing his throat uneasily as Felicity questions her own judgement, "I'm sorry," speaks slowly, rubbing the hand that was only moments ago holding Felicity's face along the back of his neck awkwardly, "I thought that... never mind." He breathes a laugh at his own expense, inwardly mocking his own stupidity.

The blonde's eyes, that had just been trailing across the expanse of her driveway, suddenly snap up to Ray after hearing the sound of his throaty laughter and her vision becomes a little clearer.

She had hesitated.

Why?

And she understands, it was not because she was still in love with Oliver, nothing about tonight had been to do with that, that ship had long sailed, and this was certainly not because she wasn't attracted to Ray, 'cause she sure as hell was. But this was because it had been so long, she hadn't had a successful date in years and she was scared, petrified even at letting her guard down, unsure exactly of what this sort of this required. She didn't have a normal life, it would be selfish for her to expect Ray to share her with the hooded vigilante, but maybe - for once - being selfish was alright.

"Ray?" She calls breathlessly to the man now pacing in the slowing rain, the outside world - like her thoughts - becoming all the more clearer as the droplets become less frequent. He doesn't hear her, so she calls his name again, louder this time, stronger in the knowledge of what she wants as she takes a step out into the spitting rain.

He turns this time, brown hair dripping wet against his forehead, embarrassed eyes meeting her own. She takes another step forwards. A mere two meters separating them now. His eyes question her.

"Kiss me." Felicity calls to him, "Just kiss me."

Ray takes a few steps forward, a meter between them now, he stares intently into her eyes as he stops again, confused by her conflicting actions. "But you hesitated?" He accuses, his strong persona washed away with the water dripping up ahead.

Felicity takes one small step forward, almost able to feel his warmth hidden beneath wet clothing, "I'm sorry," she whispers for his ears only, "I haven't done this in a really long time."

Ray returns her confession with one of his own, "I'm confused Felicity," he speaks to her, eyes still holding hers, "I thought... We were... Just tell me; What do you want?" She questions with a step forward.

Felicity mirror's his step with one of her own, close enough now for her hands to rest upon the lapels of his suit jacket. She stands on her toes, gaining a little more height to bring her lips in line with Ray's ears and she whispers directly into his left ear in a sultry tone that she didn't know she could master, but Ray had no doubt that she could, "I want you."

And that was all the clarification her needed before crashing their lips together, the tenderness of his previous attempt lost in the power and passion of this lustful kiss and he expertly backs them backwards, grasping at Felicity's hips and lifting her off of the ground slightly for her to wrap her legs around his waist as he steps over the threshold of her townhouse, closing the red door shut behind them.


	4. That Very First Night

They crash into Felicity's bedroom, Ray's hands on her ass, holding her to his hips, long legs still wrapped around him, squeezing tightly as their lips battle for dominance. A fight Ray soon wins as a set of nimble hands pull on his hair. Ray stumbles backwards, Felicity's hands moving to his shoulders, gripping his suit jacket and pulling it downwards, Ray sets her down on the floor, letting the expensive black fabric fall discarded on the dark wooden flooring.

His tie goes next, swift fingers making quick work of the thin strip of fabric as Ray watched her intently, her tongue poking out slightly at the corner of her smeared pink lips as she concentrates on undoing the dark silver knot. She groans as she moves frantically, unable to function the easy contraption around his neck. And as much as he is enjoining the show, Ray grows impatient, moving to join her hands to expertly remove his tie.

Then their lips meet again; frantically, unmercifully, domineering and urgent. Deft fingers – the nails painted pink – make quick work of Ray's shirt buttons, but three down, Felicity's impatience grows and she grips the fabric instead, pulling her hands away from one another, taking the shirt with her as white buttons fall ripped off onto the flooring. Ray's lips stop working in sync with Felicity's, in fact he pulls away in surprise, looking down to the buttons on the floor and back to the innocent face of the woman before him. More turned on then he'd thought possible, his lips – slightly stained with Felicity's infamous pink – latch themselves to the creamy skin exposed by the black, off the shoulder dress she sports as his hands move to blonde hair to pull Felicity's head to the side, angling her neck for more exposure as he nips and sucks the flesh there. A terrific moan escaping Felicity's plump lips.

The next sound heard is a long rip, slow and loud and suddenly Felicity's dress has fallen to the floor. Payback for Ray's now button-less shirt. "I really liked that one," Felicity breathes frantically, hands using their position on Ray's shoulders to push him back. She takes a moment to admire his bare chest, chiselled in an unexpected and subtle way, yet not bulky in the way that Oliver was regarded. Oliver? Oliver Who? Felicity didn't know, she didn't care. In fact she could barely form a coherent thought as she stood in her pale yellow themed bedroom, staring intently at Ray Palmer.

Ray's mind was a sham, his voice betraying him as he stood facing the infamous hacker in nothing but her underwear. Light pink corset bra and boyshorts, coated in black lace. Nobody compared to Felicity, he knew that now. He finds words as he looks to the black fabric pooled at Felicity's feet, "I'll buy you a new one," he speaks with a wink and a smirk, "Though I like it much better on the floor."

Felicity bends slowly to remove her shoes, giving Ray the perfect vantage point to check out her cleavage, a sight he welcomes, until he realises just what she's doing. "Stop," she speaks abruptly, leaving the blonde to freeze where she stood crouched, ~Leave the shoes on."

An eyebrow is raised on Felicity's face as she stands again, "Kinky," she remarks, "But as you wish, Sir."

As they stand there, undressing one another with their eyes and not their hands, Felicity takes this moment to control the situation. Moving her hands from her side to the back of her bra, she undoes the clasp, letting the fabric fall to the ground, feigning confidence as she takes a deep breath, watching Ray's eyes widen.

"Are you sure about this Felicity?" He asks as she takes a step forward, "'Cause very soon it'll get hard for me to stop." Instead of answering, she takes another step towards him, reaching out to undo his belt, and he springs into action.

Only seconds later, they fall onto Felicity's white sheeted bed, naked and breathless, clothes discarded on the stumble over to this spot. Lips fighting, hands everywhere, breath mingled as Ray pulls Felicity on top of him, her blonde hair cascading around them, shielding them from everything but each other.

Ray runs his hands up her thighs, inviting a shiver from Felicity as he nears her core, kissing her feverishly. His fingers skim over the precise place she craves him most, finding it wet for him as she spreads her legs wider from where they are situated either side of his hips.

He flicks at her clit, pulling his lips from hers so he can watch her come apart above him. Felicity moans as two fingers plunge inside of her wet core, Ray watching her writhe under his merciless assault. She's close; they both know it as he picks up speed, still circling unforgivingly at her clit. His mouth latches to one of her breasts, circling and nipping at the peak as his free hand follows the same pattern on the other.

Felicity's panting now, struggling for breath as she feels her insides boil and clench, screaming as she lets go and comes ungracefully around his fingers, chanting his name over and over as she orgasms for the first time in a long time. And God, it's better than she remembers.

Ray's lips move from Felicity's breast to her neck, fingers still coated in her liquids. She wants more, she wants him to want more. So she sits down over his erection, grasping for his hand and bringing it up to her mouth as he backs away from her neck, fully intrigued.

She opens her mouth, closing it again around his dripping fingers, sucking her juices from them sexily. Ray's eyes widen, basking in the sight of this beautiful woman atop him, licking her way around his wet fingers. If it were possible, he grows harder against Felicity's sex, inviting a provocative moan from both parties.

"What do you want, Felicity?" He asks, aroused, "You could ask me for all my brains and riches right now to have my way with you and I'd give you every last bit of me."

She moves her attention from his fingers to his lips, pulling his bottom lip with her teeth as she whispers, "Flip us," a gentle command Ray is more than happy to oblige, now towering above her, leaning on his hands and knees as Felicity's legs wrap around him, heals digging into his ass.

"What now?" He questions, giving her all control and power.

She thinks for a moment before replying, "Kiss me."

"Where?" She raises an eyebrow, pointing to a spot just below her ear and trailing her hand down her neck, through the swell of her breasts, and down her stomach to her sex. Ray's eyebrow raises to mimic her own, "It would be my pleasure."

He does as she asks; trailing light kisses along with the occasional nip and suck down towards her most sensitive spot. When he gets there, he pays particular attention to that spot. Using his tongue to circle the length of her slit as he kisses her clit, a deep throated groan escaping Felicity's lips as she tugs on her bottom lip with her teeth.

Ray reaches up, pulling the lip from her mouth and quickly moving back up her body to kiss the bleeding flesh, tasting her juices on her lips as he does, a boy it's a sweet taste.

He moves back down to her sex, not hesitating to plunge his tongue into her folds, swirling around as his hand grasps onto Felicity's wrist, pulling it down to where his tongue is pounding in and out, he removes it briefly to place her thumb on her clit and speaks hoarsely, "Rub," he commands, and she does, stimulating herself as his hands come up to tweak her nipples.

And soon, that same building sensation builds in her core and she screams Ray's name once more, followed by panting and a warning, "I'm gunna…" she doesn't finish as Ray pinches both nipples and nudges her thumb with his nose to press harder on her clit, she comes hard and fast, Ray's tongue following her juices as he laps them up, tasting every last drop.

He leans back up to her face, seeing her spent, panting and breathless. "You okay?" he asks, a coy smile plastered on his face, and he leans down to peck her lip, sucking the last drop of blood her teeth extracted.

"I guess I owe you two orgasms," she pants, sitting up as he leans back so they're sat opposite one another, but they don't stay like that for long. Felicity leans forward, pushing Ray backwards to lie at the foot of her bed and she straddles him, placing a kiss on the corner of his mouth.

Her kisses become mobile, moving their way to his earlobe and sucking on it, eliciting a moan from Ray that urges her forward. She kisses down his neck to the top of his chest, before taking a path downwards, taking the time to peck each of his just visible abs. And soon her lips are trailing down his manhood until she reaches the tip, her tongue swirling around, tasting the first hint of his juices.

Taking him into her mouth, she uses her tongue to continue to trail around the tip and she brings her hands down to the base. Using her littlest finger, she stimulates his balls, flicking and caressing with only one finger as the others rub along the base of his shaft, her head bobbing up and down as she thrusts him into her mouth.

Ray writhes beneath her administrations, locking eyes with her as she deep throats him without gagging. His hips buck up to meet her thrusts and soon he feels a tightening coil in the pit of his stomach, "Fel…" he begins to warn, "God I'm gunna come, Honey."

He feels her smirk against his shaft as he lets go, coming under her assault and into her waiting mouth. She backs away from him and swallows so she knows that he sees, before collapsing atop of his chest.

"Do you not have a gag reflex?" He asks breathlessly, tightening his arms around her.

"No. My mom's a terrible cook, but for all her neglect she felt like she made up for it with a home cooked meal every Saturday night. It was always disgusting, I'm immune to gagging." Felicity confesses, adjusting her position slightly so she can stare into his eyes.

"Well isn't that good to know," he says slowly, wiggling his eyebrows suggestively, "ready for your third orgasm of the night?"

"Three?" She asks, sitting up, "What did I do to deserve three?"

Ray smiles up at her, "Gotta stay on your good side if you've got no gag reflex," he confesses as Felicity shifts herself to straddle him, "Condom?"

She reaches to her discarded purse and pulls out a blue wrapper, "Always be prepared," she mimics every adult known, opening the foil with her teeth and rolling it slowly down Ray's shaft.

Then, Felicity places him at her entrance, taking it upon herself to lower her body down so he fills her, the perfect fit. They move in sync meeting one another's thrusts as they pick up speed, flesh wet with perspiration clapping together in the sex filled heat of the room.

Their lips meet, silencing one another's moans and pants as they near ecstasy. Only do they pull apart when Felicity opens her mouth to a hearty scream of his name, the sound filling the room and bouncing off the walls, Ray's moans an ever-towering crescendo of white noise. Felicity's head fall back, her blonde hair smacking against her ass as her back arches, only adding to the overload of sensations.

Felicity leans down to bite down on Ray's neck, bringing him closer to the edge as he begs her name, "Come with me baby," he says, panting. The endearment feels alien to Felicity's ears, never before had the name not sounded cheesy, overused and basic, it felt right. "God, Felicity."

"I there Ray, God I'm there!" She screams as she explodes inwardly, coming around him as he simultaneously fills the condom. Felicity falling exhausted down on Ray's chest, his still inside her, they lay like this for a while, before Ray gets uncomfortable and moves to discard of the rubber.

When he returns, he finds Felicity fast asleep back on the right end of the bed. With most girls, this would be when he slipped out, left a note on her bedside table saying he had to head off to work early and he'd call her. Only, he hadn't gotten her number first. Oops.

But not Felicity, instead, he slips in besides her, gently pulling her atop of his naked form as she sighs in contentment and he joins her in sleep.


	5. Bullet Holes in the Sunlight

**I'd like to confess to you that this is actually the first chapter I wrote for this fanfiction, as it were only supposed to be a one shot until I figured I could probably do something as a prequel and this story sprung from the cracks in what I thought was a writer's blocked brain.**

**So I hope you enjoy enough to review and smile. 'Cause this is a fluffy one y'all!**

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><p>It's late when Felicity finally wakes, a foreign sensation of a toned arm wrapped around her waist and a chiselled chest against her back are her first waking thoughts. She sighs in contentment as last night rushes back to her and she shifts slowly, trying not to wake the man she shares her bed with.<p>

She manages to sit, arching her neck to bask in the golden rays of the morning sun. The white bed sheet she holds covers her front as she smiles into the warmth of the light, the fabric softly falling to leave the ivory skin of her back on show with her blonde tresses swept to the left as she feels Ray shift on her right.

Ray slowly rises to meet her position, his soft fingers running across the puckered skin of Felicity's right shoulder, his light graze of contract moving the expanse of the scar she has there.

"Where did you get this?" He asks, tone light and intrigued as he readjusts the sheet over his hips, "It looks like a bullet hole."

She considers lying, telling him it wasn't a bullet hole, it was from a trampoline accident when she was five, back in Las Vegas. Or maybe the result of a crazy night out back in her MIT days when the alcohol got the better of her after finals. She even considers denying any knowledge of a scar there, feigning innocence as he questions her. But when she slowly turns her head from the sunlight creeping through the gap in the yellow curtains to meet brown doe eyes, she melts, slithers of golden hair falling to cascade over both his hand and her scar.

"It is a bullet hole," she confirms, one lone cold tear falling down her warm cheek as she thinks of who she took the bullet for; _Sara._ She takes in the surprise registering in his deep orbs, concern in her own. Ray takes a deep breath, regaining composure before questioning further, but the blonde beats him to the punch and whispers, "There's a lot you don't know about me, and a lot of it I can't tell you... Not yet."

Ray considers her words without breaking eye contact, remembering their halted conversation the night before about her involvement with the Arrow, his soft caress on her shoulder sends bittersweet tingles down her spine, momentarily sweeping her away from his tender moment and into wild memories if the night before. Sweet, sweet memories of the night before.

When Ray opens his mouth to respond, the blonde thinks it's to demand answers, or to break her heart for not trusting him enough to tell him, she expects him to press further in the way she knows he does so well and so cunningly, she witnesses it every day in the office. But instead he sighs. "I told you last night that I trust you, and I do. And when you're ready to tell me about this scar and all of your others, physical and emotional... I'm here."

His words are a gentle caress, somehow all the more meaningful than his hand on her pale skin, the fluttering butterflies in her stomach and his adoring gaze all wrapped into one. This is respect, this is trust, trust in her and her judgement. He is going against his every instinct to control the situation, know every variable, to know exactly how she got that pesky scar, along with who, what, where, when and most importantly; why. He is surrendering his heart and soul and livelihood to Felicity in these words, and she knows it. He isn't falling with her, he's jumping - without a parachute. And it's beautiful.

Ray shifts to place a ghost of a touch on Felicity's cheek, a cold sweeping over her shoulder where his warmth had just been. She leans into his hand and smile in contentment without reply.

It's here where everything clicks.

This felt_ right_, everything about Ray felt right to Felicity. His touch, his words, the way they had fit together the previous night, his caress, his laughter over dinner, the way his eyes light up when he speaks of his beloved Star City, the was he looks at her, his smile, his thriving business sense, his generosity, his good nature, his sense of humour... _Everything._

And so when he leans in to kiss her softly, hand never leaving her face, she doesn't hesitate to meet his lips halfway, and for as long as they both shall live, she will never hesitate again, whether it to kiss him or explain how she spends her evenings, or why she's so close to Oliver Queen. She never hesitates once. Ever again.

And just over three years later on their wedding day, no doubt lives in Felicity Smoak's eyes as she claims the words "I do" and lives the rest of her life with the name Felicity Megan Palmer. Unhesitant.

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><p><strong>Okay, so that's it, it's all over.<strong>

**Let me know in a review or PM if you would like me to do a follow-up story (sequel) that catalogues the 'in the future' moments I've mentioned, so that would be;**

**-Telling Ray about the Arrow**

**-Telling Ray about the Bullet Hole**

**-Ray finding out that Oliver's the Arrow**

**-The wedding**

**And I'd probably do a wedding night too, just for the hell of it, maybe even a first child or a death...?**

**What do you think? Sequel?**


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